[8-K] ASPAC III Acquisition Corp. Reports Material Event

Rhea-AI Filing Summary

A SPAC III Acquisition Corp. entered into an exchange agreement with its sponsor under which the sponsor transferred 1,499,900 Class B ordinary shares to the company in exchange for 1,499,900 newly issued Class A ordinary shares. These new Class A shares carry the same restrictions that applied to the Class B shares, including transfer limits, waiver of redemption rights and an obligation to vote in favor of an initial business combination as described in the IPO prospectus. After this share exchange, the company has 2,337,481 Class A shares and 100 Class B shares outstanding, and the sponsor holds approximately 76.4% of the outstanding Class A shares. The 1,499,900 Class A shares were issued as unregistered equity securities in reliance on the exemption in Section 3(a)(9) of the Securities Act of 1933.

Insights

Capital structure analyst

Internal share swap shifts sponsor’s stake into Class A without raising cash.

The company completed a share exchange in which the sponsor surrendered 1,499,900 Class B ordinary shares in return for 1,499,900 Class A ordinary shares. This is an internal recapitalization rather than an external capital raise, since it involves exchanging existing sponsor-held equity for a different share class issued by the company.

Post-transaction, there are 2,337,481 Class A shares and 100 Class B shares outstanding, and the sponsor holds about 76.4% of the Class A shares. The exchanged Class A shares keep the same restrictions as the former Class B shares, including transfer limits, waiver of redemption rights and an obligation to vote in favor of an initial business combination, which maintains the sponsor’s alignment with the SPAC’s deal objectives.

The issuance relied on the Section 3(a)(9) exemption under the Securities Act of 1933, indicating it was conducted as an exchange with an existing security holder rather than a public offering. Future company disclosures around any initial business combination may provide additional context on how this revised share mix affects voting outcomes.

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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

January 16, 2026

Date of Report (Date of earliest event reported)

A SPAC III Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

British Virgin Islands		001-42401		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

The Sun’s Group Center, 29th Floor, 200 Gloucester Road, Wan Chai Hong Kong		N/A
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (+852) 92589728

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Units		ASPCU		The Nasdaq Stock Market LLC
Class A ordinary shares, no par value		ASPC		The Nasdaq Stock Market LLC
Rights		ASPCR		The Nasdaq Stock Market LLC

☒ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 3.02 Unregistered Sales of Equity Securities.

Pursuant to the Exchange Agreement between A SPAC III Acquisition Corp. (“the Company”) and A SPAC III (Holdings) Corp. (the “Sponsor”), dated January 16, 2026, the Sponsor has transferred and delivered to the Company 1,499,900 Class B ordinary shares of the Company (the “Class B Shares”) in exchange for 1,499,900 Class A ordinary shares of the Company (the “Class A Shares”) (the “Share Exchange”). The 1,499,900 Class A Shares issued in connection with the Share Exchange are subject to the same restrictions as applied to the Class B Shares before the Share Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering.

Following the Share Exchange, there are 2,337,481  Class A Shares and 100  Class B Shares issued and outstanding. As a result of the Share Exchange, the Sponsor holds approximately 76.4% of the Company’s outstanding Class A Shares. The issuance of the 1,499,900 Class A Shares has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	A SPAC III ACQUISITION CORP.
Dated: January 23, 2026
	By:	/s/ Claudius Tsang
		Name:	Claudius Tsang
		Title:	Chief Executive Officer